ROYAL INDIA CORPORATION LIMITED
Your Directors have pleasure in presenting their 37th Annual Report together with theAudited Accounts for the year ended 31st March 2021.
1. Financial Highlights:
The financial performance of your Company for the Financial Year 2020-21 is summarizedin the following table:
| ||2020-21 ||2019-20 |
|Particulars ||As per IND AS ||As per IND AS |
|Revenue from Operations (Net of Excise) and Other Income ||24417621 ||2009991617 |
|Expenses (excluding finance charges and depreciation) ||19817460 ||2086894876 |
|Finance Charges ||117460351 ||107581256 |
|Depreciation ||14052 ||9684 |
|Profit/Loss Before Tax ||(112874242) ||(184494199) |
|Provision for Tax (Including for earlier years) ||- ||- |
|Current Tax ||- ||- |
|Deferred Tax ||35475854 ||32205944 |
|Net Profit/Loss After Tax ||(77398388) ||(152288255) |
2. Turnover & Profits:
During the year under review the turnover of the Company is reduced. Turnover of theCompany during the financial year 2020-2021 is Rs. 24417621/- (Two Crores Forty Fourlakhs Seventeen Thousand Six Hundred and twenty one only) and that in financial year2019-2020 it was Rs. 2009991617 (Two Hundred Crores Ninety Nine lakhs Ninety Onethousand six hundred and seventeen only). The turnover of the Company decreased by around98.79% and simultaneously the expenses of the Company also reduced.
The net loss of the Company for the year under review is Rs. 77398388 (Seven Croreseventy three lakhs ninety eight thousand three hundred and eighty eight only as comparedto a net loss of Rs. 152288255 (Fifteen crore twenty two lakh eighty eight thousand twohundred and fifty five only) in the previous financial year.
Considering the financial performance of the Company for the financial year ended 31stMarch 2021 the Directors of your Company do not recommend any dividend.
4. Transfer to Reserves:
During the financial year under review there were no specific transfers made to anyspecial reserves account.
5. Share Capital:
The Paid up Equity Share Capital of the Company as on 31st March 2021 was Rs.230800000/- (Rupees Twenty Three Crore Eight Lakhs only) comprising of 23080000/-(Two Crore Thirty Lakhs Eighty Thousand) shares of Rs. 10 (Rs. Ten) each. The Company hasnot issued shares with differential voting rights Bonus shares employee stock optionsand sweat equity shares.
6. Change(s) in the Nature of Business if any:
During the period under review there was no change in the nature of business of theCompany.
7. Material changes and commitment if any affecting financial position of theCompany from the end of the financial year till the date of this Report:
There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company.
8. Impact of novel COVID-19 pandemic
Due to novel COVID-19 outbreak the Maharashtra Government announced lockdown in majorcities of Maharashtra from the midnight of March 22 2020 till March 31 2020 initiallywhich got extended till 31st November 2020. The Government of India also announced anationwide lockdown with effect from midnight of March 24 2020 which got extended fromtime to time to combat the spread of the COVID-19 virus. In compliance with variousdirectives issued by the State / Central authorities your Company suspended someoperations at the Office and shut the offices with a view to safeguard the risks to thehealth of the employees of the Company. The Maharashtra Government announced a lockdownagain in April 2021 due to second wave of Covid-19 virus and then there was a partialreopening which lead to slow progress in the Company.
9. Subsidiaries/Associates and Joint Ventures:
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (theAct') a statement containing salient features of Financial Statements ofsubsidiaries/Associates and Joint Ventures in Form AOC-1 is not applicable as the Companydoes not have any Subsidiary Associate or Joint Venture Companies.
10. Public Deposits:
During the year under review your Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014 duringthe year under review.
Hence the requirement for furnishing details of deposits which are not in compliancewith the Chapter V of the Act is not applicable.
11. Board Evaluation:
In a separate meeting of Independent Directors held on 23rd October 2020 performanceof the non-independent directors performance of the board as a whole and performance ofthe Chairman was evaluated. Based on such report of the meeting of Independent Directorsand taking into account the views of directors the Board had evaluated it's performanceon various parameters such as Board composition and structure effectiveness of boardprocesses effectiveness of flow of information attendance contributions from eachdirectors etc.
12. Board Committees:
In compliance with the requirements of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 your Board had constitutedvarious Board Committees including Audit Committee Nomination & RemunerationCommittee Stakeholders Relationship Committee and Corporate Social ResponsibilityCommittee. Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.https://www.ricl.in/committees-board.php. Details of scope constitution terms ofreference number of meetings held during the year under review along with attendance ofCommittee Members therein form part of the Corporate Governance Report annexed to thisreport.
13. Management's Discussion and Analysis:
The detailed analysis of the State of Company's affairs / developments as requiredunder
SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is discussedunder
Management Discussion and Analysis section of Directors' report as Annexure I.
14. Corporate Governance Report:
In order to maximize shareholder value on a sustained basis your Company has adoptedCorporate Governance practices strictly complying with the requirements of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 applicable provisions of theCompanies Act 2013 and applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India.
In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board has approved various Policies including Policy with respect to obligations ofDirectors and Senior Management Insider Trading Code Document Preservation PolicyMaterial Event Determination and Disclosure Policy Fair Disclosure Policy CorporateSocial Responsibility Policy Whistle Blower and Vigil Mechanism Policy Related PartyTransactions Policy and Remuneration Policy. All these policies and codes have beenuploaded on Company's corporate website www.ricl.in. Additionally Directors
Familiarisation Programme Policy on Internal Financial Control Policy on performanceevaluation of Board Risk Management Policy Policy and Terms and Conditions forappointment of Independent Directors can be viewed on Company's website www.ricl.in.
A detailed Report on Corporate Governance as per requirement along with the Certificateissued by the Statutory Auditors confirming the compliance of the provisions of theCorporate Governance is attached and forms part of this Annual Report as Annexure II.
15. Directors and Key Managerial Personnel:
(a) Declaration by Directors:
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as a Director in terms of Section 164 (2) of the Companies Act 2013. Noneof the directors of the Company are disqualified on account of non-compliance with anyprovisions of the Companies Act 2013.
All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the SEBI (LODR)2015 and are independent of the management. The Company issues a formal letter ofappointment to the Independent Directors outlining their role function duties andresponsibilities the format of which is available on the Company's website athttps://www.ricl.in
(b) Familiarization programme:
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. During the year under review the Company has organizedfamiliarization programme for it's Independent Directors on 23rd October 2020
(c) Directors and Key Managerial Personnel:
As on 31st March 2021 your Board comprised of four Directors including threeIndependent Directors. Independent Directors provide their declarations both at the timeof appointment and annually confirming that they meet the criteria of independence asprescribed under Companies Act 2013 and SEBI (LODR) Regulations 2015. During FY 2020-21your Board met 07 (Seven) times i.e. on 21st July 2020 31st July 2020 21st August2020 02nd September 2020 14th November 2020 04th February 2021 and 24th March 2021details of which are available in Corporate Governance Report annexed to this report. Thetime gap between any two Board meetings does not exceed 120 days.
During the year under review Mr. Sumeet Sonigra (DIN: 07082048) resigned from his postof director on 02nd September 2020 and Mr. Nipul Meghani (DIN: 07397734) was appointed asIndependent Director on the Board after due consideration by Nomination and
Remuneration Committee on 02nd September 2020. Further on 14th August 2020 Ms. MitaliShah resigned from the post of Company Secretary and Compliance officer of the Company. Asper Companies Act 2013 this vacancy needs to be filled within 6 months. Thus Ms. JinalShah was appointed as Company Secretary and Compliance officer of the Company w.e.f 17thAugust 2020.
Mr. Nipul Meghani (DIN: 07397734) resigned from his post of director w.e.f 17th May2021 due to pre-occupation elsewhere and Mr. Jinesh Mehta (DIN: 05226043) was appointed asAdditional Independent Director on the Board after recommendation by Nomination andRemuneration Committee and approval of the Board in their respective meetings held on 17thMay 2021 .
16. Director Responsibility Statement:
As per Section 134 (5) of the Companies Act 2013; the Board of Directors to the bestof their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed and that there are no materialdepartures; b) They have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the March 31 2021 and ofthe Profit and Loss of the Company for the year ended March 31 2021; c) They have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) They haveprepared the Annual Accounts on a going concern' basis; e) They have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; f) They have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
A. Statutory Auditors:
M/s. Agarwal Desai & Shah. Chartered Accountants (Firm Registration No. 124850W)Statutory Auditors of the Company were appointed for a term of 5 years from theconclusion of 36th Annual General Meeting of the Company till the conclusion of the 41stAnnual General Meeting of the Company. The Statutory Auditors have confirmed that they arenot disqualified from continuing as Auditors of the Company. The notes to the financialstatements referred to in the Statutory Auditors Report are self-explanatory and do notcall for any further explanations or comments. The Statutory Auditors Report does notcontain any qualification reservation or adverse remark.
B. Secretarial Audit Report:
In compliance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company had appointed M/s Mayank Arora & Company Mumbai (Membership No. F10378COP No 13609) to conduct the Secretarial Audit of the Company for the financial year2020-2021.
A copy of secretarial audit report is annexed to this report as Annexure IIIaccompanied with Secretarial Compliance Report under Regulation 24A of the SEBI (LODR)Regulations 2015.
Secretarial Auditors Observations:
The Report of the Secretarial Auditor does not contain any qualification reservationor adverse remark. However the said report contains observation and explanation of whichis given below:
|Sr. Compliance No Requirement (Regulations/ circulars / guidelines including specific clause) ||Deviations ||Observations/ Remarks of the Practicing Company Secretary |
|1. Composition of Board of Directors- Regulation 17(1) of SEBI (LODR) Regulations 2015 ||The Independent Directors were related to each other ||Mr. Sumeet Songira and Ms. Vaishali Baria Independent Directors of the Company were related to each other. |
| || ||The Company explained that the relation of the Directors was not known to the Company during their appointment; however when it came to the knowledge of the Company that both the Directors are related thereafter Mr. Sumeet Songira immediately resigned from the post of Director w.e.f. 02/09/2020 and Mr. Nipul Meghani was appointed w.e.f. 02/09/2020. |
|2. Reconciliation of Share Capital Audit- Regulation 76 of SEBI (Depositories and Participants) Regulations 2018 ||Delay in submission of Reconciliation of Share Capital Audit ||There was delay in submission of Reconciliation of Share Capital Audit for quarter ended March 2020. The Company made the said submission to Stock Exchange on 23/05/2020 |
|3. Filing of Annual Reports in XBRL Mode- Circular no. LIST/COMP/40/2018-19 ||Delay in filing of Annual Reports in XBRL Mode ||There was delay in filing of Annual Reports in XBRL Mode. However the Company has filed the Annual Report with BSE in PDF format as required under Regulation 34 of SEBI (LODR) Regulations 2015. Thus delay in filing of Annual Report in XBRL Mode was inadvertent. |
C. Internal Auditor Report:
M/s M Borar & Company Chartered Accountants (Mem. No.: 419704) conducted InternalAudit of the Company for the FY 2020-2021 pursuant to section 138 of the Companies Act2013 read with the Companies (Accounts) Rules 2014. Their report is self-explanatory anddo not call for any further comments. The Board of Directors of the Company onrecommendation of Audit Committee had appointed M/s M Borar & Company CharteredAccountants(Mem. No.: 419704) as Internal Auditors of the Company for the Financial Year2020-21 to conduct Internal Audit of the Company.
18. Copy of Annual Return and extract of Annual Return:
Pursuant to Section 92 (3) read with the Companies (Management and Administration)Amendment Rules 2020 the Company has placed a copy of the Annual Return (MGT-7) on itswebsite at https://www.ricl.in/pdf/Annual-Return/Annual-Return-2020-2021.pdf Pursuant toCompanies Amendment Act 2017 (w.e.f. 31.7.2018) read with Companies (Management andAdministration) Amendment Rules 2020 dated 28th August 2020 "a company shall notbe required to attach the extract of the annual return with the Board's report in Form No.MGT-9 in case the web link of such annual return has been disclosed in the Board's reportin accordance with sub-section (3) of section 92 of the Companies Act 2013. Thus Companyhas not attached the extract of Annual Return in this Board Report.
19. Listing of Shares:
The Equity Shares of the Company are listed on The BSE Limited. Further the Company haspaid necessary listing fees to Stock Exchange.
20. Whistle Blower Policy/ Vigil Mechanism:
As per Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (LODR)Regulations 2015 the Company has adopted a Whistle Blower/ Vigil Mechanism Policy toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhave been denied access to the Audit Committee. The Policy has been posted on the websiteof the Company athttps://www.ricl.in/pdf/Investors/corporate-policies/Whistle%20Blower%20Policy.pdf.
21. Corporate Social Responsibility (CSR):
The Company has formed a CSR Committee voluntarily. During the current financial yearthe provisions of Section 135 of Companies Act 2013 is not applicable to the Companytherefore; it is not required to pay 2% of the average net profits of the Company for thecurrent Financial Year hence it is not required to give details of the CSR expenditurepursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014. The constitution and detailedcontent of the Corporate Social Responsibility Policy of the Company is placed on itswebsite at https://www.ricl.in/pdf/CORPORATE%20SOCIAL%20RESPONSIBILITY%20COMMITTEE%20POLICY.pdf.
22. Related Party Transactions :
None of the transactions entered with related parties falls under the scope of Section188(1) of the Act. Details of transactions with related parties as required under Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is Nil.Accordingly there are no transactions required to be reported in Form AOC-2 as per Section188 (1) of the Companies Act 2013. During the period the Company has paid onlyremuneration to the Directors and KMPs for the services rendered by them to the Company.
The Company has a Policy for dealing with Related Party Transactions. The Policy may beviewed on the Company's website at the web link: i.ehttps://www.ricl.in/pdf/Investors/corporate-policies/policy-on-related-party-transactions.pdf
23. Committee Meetings:
The Board has constituted an Audit Committee Nomination and Remuneration CommitteeStakeholder Relationship Committee and Corporate Social Responsibility Committee. Forfurther details please refer to Report on Corporate Governance. There have been noinstances during the year where recommendations of the Audit Committee were not acceptedby the Board. The details of the composition of the Board and its Committees and thenumber of meetings held and attendance of Directors at such meetings are provided in theCorporate Governance Report which forms part of the Annual Report.
24. Independent Directors' Meeting:
In compliance with Schedule IV to the Companies Act 2013 and Regulation 25(3) of theSEBI Listing Regulations 2015 the Independent Directors held their separate meeting on23rd October 2020 without the attendance of non-independent directors and members ofManagement inter alia to discuss the following:
? Review the performance of non-independent directors and the Board as a whole; ?Review the performance of the Chairperson of the Company taking into account the views ofexecutive directors and non-executive directors; ? Assess the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties; and ? Reviewthe responsibility of independent directors with regard to internal financial controls.
All Independent Directors were present at the meeting deliberated on the above andexpressed their satisfaction on each of the matters.
25. CEO & CFO CERTIFICATION
A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of theSEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV
26. Internal financial control and their adequacy:
Your Company has adequate internal financial controls and policies/procedures fororderly and efficient conduct of the business including safeguarding of assets preventionand detection of frauds and errors ensuring accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. The Audit Committeeevaluates the internal financial control system periodically. Your Company has adoptedaccounting policies which are in line with the Indian Accounting Standards notified underSection 133 of the Companies Act 2013 read together with the Companies (Indian AccountingStandards) Rules 2015. These are in accordance with Generally Accepted AccountingPrinciples in India.
The Company has obtained adequate cover for all of it's fixed and other assets. TheCompany has identified the potential risks against the business of the Company and takingproper safeguards to mitigate/ minimize the risks. The detailed analyses of the Riskelements are discussed under the Management Discussion and Analysis Report'. TheInternal Auditors of the Company regularly carry out review of the internal controlsystems and procedures. The internal audit reports are periodically reviewed by AuditCommittee. Your Company has also put in place adequate internal financial controls withreference to the financial statements commensurate with the size and nature of operationsof the Company. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.
27. Risk Management Policy:
Your Company has put in place a Risk Management Policy to define a framework foridentification assessment and mitigation of risk. The Audit Committee and the Boardperiodically reviewed the risk assessment and minimization procedures as required underRegulations 34 (3) and 53 (f) of the SEBI (Listing Obligations and DisclosureRequirements)
Regulations 2015 so as to ensure that risk is controlled. In the opinion of the Boardthere are no risks which may threaten the existence of the Company. The Risk ManagementPolicy of the Company can be viewed at Company's website at the weblink i.e.https://www.ricl.in/pdf/Investors/corporate-policies/policy-on-related-party-transactions.pdf
28. Particulars of Loans Guarantees and Investments:
The details of Loans and Advances made Guarantees given or Securities provided havebeen given in notes to financial statements.
29. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:
As required under Section 124 of the Act there are no unclaimed shares /dividend andinterest thereon lying with the Company for a period of seven years liable to betransferred to the Investor Education and Protection Fund established by the CentralGovernment.
30. Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) has been mandated to oversee anddevelop competency requirements for the Board based on the industry requirements andbusiness strategy of the Company. The NRC reviews and evaluates the resumes of potentialcandidates for appointment of Directors and meets them prior to making recommendations oftheir nomination to the Board.
On the recommendation of the NRC the Board has adopted and framed a Nomination andRemuneration Policy for the Directors Key Managerial Personnel and other employeespursuant to the provisions of the Act and the SEBI (LODR) Regulations 2015. Theremuneration determined for Executive/Independent Directors is subject to therecommendation of the Nomination and Remuneration Committee and approval of the Board ofDirectors. The Executive and Non-Executive Directors are entitled to sitting fees forattending the Board/Committee Meetings. The Company's Policy on Directors' Appointment andRemuneration and other matters provided in Section 178(3) of the Act and Regulation 19 ofthe Listing Regulations have been disclosed in the Corporate Governance Report whichforms part of the Annual Report and it is also available on the website of the Company atthe weblink i.e.https://www.ricl.in/pdf/Investors/corporate-policies/nomination-and-remuneration-policy.pdf
31. Particulars of Employees and Remuneration:
None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Croresper annum/ Rs. 8.50 Lakhs per month or more during the FY 2020-21. The informationrequired under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed in Annexure V to the Director's Report. Incompliance with provisions of section 136(1) of the Companies Act 2013 the AuditedFinancial Statements along with other reports are sent to every member of the Companyexcluding the information on employees' particulars which is available for inspection atthe
Registered Office of the company during working day upto the date of ensuing AnnualGeneral Meeting. Any member who is interested in obtaining copy thereof such member maywrite to the Company Secretary at the Registered Office of the Company.
The statement containing information as required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure V and forms part of this Report.
32. Conservation of Energy Technology Absorption Foreign Exchange Earnings and
The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is furnished hereunder:
(i) Conservation of Energy:
In its endeavour towards conservation of energy your Company ensures optimal use ofenergy avoid wastages and conserve energy as far as possible. Your Company has continuedto accord priority to Conservation of energy and is continuing its efforts to utilizeenergy more efficiently.
(ii) Research and Development &Technology absorption:
The Company has not carried out any research and development activities. The Companyhas not adopted any technology for its business and hence no reporting is required to befurnished under this heading. The Company will adopt necessary technology as and whenrequired in the furtherance of the business.
(iii) Foreign Exchange Earnings and Outgo:
As the Company does not have any foreign trading activity it only operates in localmarket hence there are no reportable foreign exchange earnings and outgoes.
| || ||Exports ||Nil |
|1 Foreign Exchange ||Earnings || || |
| ||Outgo ||Imports/ Expenses on Foreign Travel ||Nil |
33. Regulatory Orders:
No significant or material orders were passed by the regulators or courts or tribunalswhich impact the going concern status and Company's operations in future.
34. Prevention of Sexual Harassment Policy:
The Company has zero tolerance for sexual harassment at workplace and adopted a policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at work place (Prevention Prohibitionand Redressal) Act2013 and the Rules thereunder. During the year under review nocomplaint on sexual harassment was received by the Company. The Policy for prevention ofSexual Harassment is available on the website of the Company this policy not only coversthe
CIN: L45400MH1984PLC032274 2020-21 women employees of the Company alsoincludes the visitors in the premises. The Women employees of the Company are made awareof the protections made available to them under this policy.
Your Directors take this opportunity to thank the employees customers vendorsbankers registrar and share transfer agents investors of the Company and the communitiesin which the Company operates for their unstinted co-operation and valuable supportextended to the Company during the year. We also take this opportunity to express our deepappreciation for the contribution hard work dedication and commitment of all ouremployees who have been one of the major driving factors for the company's growth andprogress.
Your Directors also thank the Government of India and concerned governmentdepartments/agencies for their co-operation. Your Directors heartily appreciate and valuethe contributions made by every member of the Company.
| ||By order of the Board |
| ||For Royal India Corporation Limited |
| ||Sd/- |
| ||Nitin Gujral |
|Date: 30th July 2021 ||Managing Director |
|Place: Mumbai ||DIN: 08184605 |